Structuring Equity Compensation for Partnerships and LLCs

Navigating Capital and Profits Interests Plus Section 409A and Tax Consequences

A live 90-minute CLE/CPE webinar with interactive Q&A


Tuesday, February 14, 2017
1:00pm-2:30pm EST, 10:00am-11:30am PST

Early Registration Discount Deadline, Friday, January 20, 2017


This CLE/CPE webinar will provide employee benefits counsel with an overview of the types of equity compensation arrangements available to partnerships and LLCs. The panel will discuss tax consequences, advantages and disadvantages, design and structuring, and implementation considerations.

Description

Several alternatives are available to partnerships and LLCs for providing equity compensation to their employees, including granting profits interests, capital interests, and options to acquire such interests.

Partnership and LLC equity compensation arrangements present executive compensation counsel with complex design and structuring challenges, unlike corporate equity compensation, which is relatively straightforward.

IRS guidance is lacking on a number of important issues, including whether a partner/member can be an employee for tax purposes, how Section 409A applies, and when 83(b) elections should be made.

Listen as our authoritative panel offers solutions and strategic approaches for structuring equity compensation for partnerships and LLCs and for avoiding common pitfalls that can lead to disastrous tax consequences.

Outline

  1. Equity compensation alternatives available to partnerships and LLCs
    1. Profits interests
    2. Capital interests
    3. Options to acquire capital or profits interests
    4. Phantom arrangements
    5. Income tax consequences/advantages/disadvantages
  2. Design, structuring and implementation considerations
    1. Section 83(b) elections
    2. Capital account book-ups and valuation
    3. Section 409A considerations
    4. Impact of fee waiver proposed regulations
    5. Effect of partner/member status on being employee
    6. Effect of partner/member status on employee benefits
    7. Conversion to C corporation

Benefits

The panel will review these and other key issues:

  • How does a capital interest differ from a profit interest and what tax ramifications result from the type of equity interest granted?
  • How does Section 409A apply to equity interests in LLCs?
  • Should a Section 83(b) election be made for unvested interests?
  • Can a partner or LLC member receiving an equity interest also be an employee of the entity?

Learning Objectives

After completing this course, you will be able to:

  • Distinguish the economic and tax differences between capital interests and profits interests
  • Recognize the tax consequences associated with different types of partnership and LLC equity interests
  • Determine how Section 409A applies to partnership and LLC equity interests and when and whether a Section 83(b) election should be filed
  • Ascertain tools to evaluate the impact of granting a partnership or LLC interest to an employee and possible structuring alternatives relating to dual-status issues

Faculty

Edward E. Bintz, Partner
Arnold & Porter, Washington, D.C.

Mr. Bintz specializes in employee benefits and executive compensation. He represents clients on a broad range of compensation and benefits matters, including executive compensation programs, the compensation and benefits aspects of merger and acquisition transactions, plan terminations, ERISA’s fiduciary duty and prohibited transaction rules, and benefit plan controversies.

Brian J. O'Connor, Partner
Venable, Baltimore

Mr. O'Connor co-chairs the firm's Tax and Wealth Planning Group and provides tax advice to partnerships and to public and closely held businesses and their owners. Before coming to Venable, he worked as attorney-advisor with the IRS Office of Chief Counsel, assigned to projects and guidance involving partnerships and S corporations.


Live Webinar

Live Webinar $247.00

Includes Early Discount Savings of $50.00 (through 01/20/17)

Add a colleague on the same connection in the same room for only $97.00 in the shopping cart or by calling customer service.

This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


CPE on Live Event

Continuing Professional Education credit processing is available for an additional fee per person. You may register for CPE credit processing at any time before or after the program. To qualify for CPE you may not listen via the telephone.

This program is eligible for 1.5 CPE credits.

  • Field of Study: Taxes.
  • Level of Knowledge: Intermediate.
  • Advance Preparation: None.
  • Teaching Method: Seminar/Lecture.
  • Delivery Method: Group-Internet (via computer).
  • Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of verification codes announced throughout the presentation.
  • Prerequisite: Three years+ business, legal or public firm experience at mid-level within the organization, providing tax planning and preparing complex tax forms and schedules for partnerships and LLCs; supervisory authority over other preparers/accountants. Knowledge and understanding of partnership and LLC structure, equity compensation in these entities, Section 409A, and 83(b) elections; familiarity with equity compensation alternatives, capital interest, profit interest and equity interest for pass-through entity employees, members and partners.

NOTE: CPE credit processing for all attendees must be ordered by 2pm Eastern the day of the program to receive a Certificate of Attendance within 24 hours.


Recordings

CLE On-Demand - Streaming Video

Note: Self-study CPE and EA credits are not offered on this On-Demand webinar.

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

AK, AZ, CA, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN*, KS, KY, LA, ME, MN, MO, MT, NC, ND, NH**, NJ, NM, NV, NY, OH*, OK, OR, PA, SC, TN, TX, UT, VA, VT, WA, WI, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $247.00
Available 48 hours after the live event

Includes Early Discount Savings of $50.00 (through 01/20/17)

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Recorded Event

Includes full event recording plus handouts (available after live webinar).

Note: Self-study CPE and EA credits are not offered on recorded events.

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email customerservice@straffordpub.com to place your order.

Recorded Webinar Download $247.00
Available 48 hours after the live event

Includes Early Discount Savings of $50.00 (through 01/20/17)

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Recorded Audio Download (MP3) $247.00
Available 24 hours after the live event

Includes Early Discount Savings of $50.00 (through 01/20/17)

How does this work?

DVD (Slide Presentation with Audio) $247.00 plus $9.45 S&H
Available ten business days after the live event

Includes Early Discount Savings of $50.00 (through 01/20/17)

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Registration Plus Recorded Event

Best value!

Live Webinar & Webinar Download $344.00

Includes Special Savings of $250.00 (through 01/20/17)

Live Webinar & Audio Download $344.00

Includes Special Savings of $250.00 (through 01/20/17)

Live Webinar & DVD $344.00 plus $9.45 S&H

Includes Special Savings of $250.00 (through 01/20/17)


NASBA CPE Sponsor

National Registry of CPE Sponsors

Strafford Publications, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org.

IRS Approved Provider

Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

Early Registration
Discount Deadline
January 20, 2017
(1 day)

or call 1-800-926-7926

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CLE Credits By State

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CPE Credit

Strafford is a NASBA CPE sponsor and our live webinars qualify for CPE credits. They offer you a high quality, cost effective, and convenient CPE option, with no lost travel time or expenses.

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Customer Reviews

The seminar reinforced information and explained issues in a clear manner without being either too elementary or too technical.

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SC&H Group

I appreciated that the seminar’s comprehensive coverage was targeted to those not already expert in this area of law.

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Gleaves Swearingen

I appreciated the speakers' extensive knowledge on the subject.

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Meyer, Unkovic & Scott

The best seminar I have attended on this topic! The speakers did an outstanding job making the topic understandable. 

Craig Kovarik

Husch Blackwel

The speakers possessed great technical knowledge and experience.

Ken Watt

Frederic Dorwart, Lawyers

or call 1-800-926-7926

Employment & ERISA Advisory Board

Susan E. Bernstein

Special Counsel

Schulte Roth & Zabel

Judith (Jude) Biggs

Partner

Holland & Hart

Joshua Davis

Director

Goulston & Storrs

Barbara E. Hoey

Partner

Kelley Drye

Jeffrey Hollingsworth

Partner

Perkins Coie

Diana L. Hoover

Partner

Hoover Kernell

Paul J. Kennedy

Shareholder

Littler Mendelson

Marcia Nelson Jackson

Partner

Wick Phillips

William C. Martucci

Partner

Shook Hardy & Bacon

Nancy Morrison O'Connor

Partner

Bracewell & Giuliani

Laura Foote Reiff

Shareholder

Greenberg Traurig

Eugene Scalia

Partner

Gibson Dunn & Crutcher

Peter Steinmeyer

Member

Epstein Becker & Green

Teresa R. Tracy

Partner

Freeman Freeman Smiley

Todd D. Wozniak

Shareholder

Greenberg Traurig

or call 1-800-926-7926

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Strafford webinars are backed by our 100% Unconditional Money-Back Guarantee: if you are not satisfied with any of our products, simply let us know and get a full refund. For more information regarding complaints and refunds, please contact us at 1-800-926-7926 ext 10. Complaints regarding this program can be submitted via the course evaluation found in the “Thank you” e-mail at the end of the course.